Exhibit 10.5


 


June 30,
2008


 


VIA HAND DELIVERY


Mr. Edwin
E. Hightower, Jr.


 


RE:       Appointment as SVP and
Chief Legal Officer


 


Dear
Mr. Hightower:


 


We
are very pleased to confirm our conversations with respect to your appointment
to the position of Senior Vice President and Chief Legal Officer, effective July 1,
2008.  In this position, you will
continue to report directly to me, and will be responsible for the following
primary duties:


 


Managing
in-house legal practice, including the provision of legal advice to all
internal clients on legal matters;


 


Advising
Executive Committee and Board on legal issues affecting company operations or
implications of various proposed courses of conduct;


 


Managing
outside counsel relationships (to augment internal attorneys as needed), as
well as engagement of lobbyists (as may be necessary);


 


Setting,
in coordination with the Executive Committee and Board, legal policy for the
company;


 


Acting
as Board Secretary;


 


Acting
as Chief Compliance Officer, heading fraud prevention and detection activities;


 


Acting
as Plan fiduciary on all benefits plans, including the 401(k) plans; and,


 


Other
duties as assigned.


 


Base Salary:


 


$300,000
per year payable in equal installments of approximately $11,538.46 on the
Company’s normal bi-weekly payroll schedule.


 


Cash  Bonus:


 


You
will participate in the Company’s cash bonus program for executives that will
provide a target bonus amount equivalent to 50% of base salary at threshold,
66.7% at target and 100% at superior, calculated on the base salary actually
paid to you during a calendar year.  For
2008, your cash bonus will be calculated 6 months at current bonus eligibility
level (30% of base salary at target, per the Vice President compensation plan)
and 6 months under the cash bonus program for executives, as described, above.


 

















 


The
actual amount of any award, either more or less, will be based, in part, on an
evaluation of your individual performance and contribution, as well as the
overall financial performance of the Company. 
Of course, all bonus payments and compensation decisions regarding
executives are subject to final approval by the Board or a duly authorized
Committee thereof.


 


Any
cash bonus payable pursuant to this paragraph shall be paid no later than the
15th day of the third month following the end of the Company’s first
taxable year in which the bonus is no longer subject to a “substantial risk of
forfeiture” (within the meaning of Treasury Regulation § 1.409A-1(d)).


 


Stock Options:


 


You
will be eligible to participate in the Company’s special equity incentive plan,
effective as of the date of your promotion. 
Any future equity awards will be at the discretion of the Board or a
duly authorized Committee thereof.


 


General Severance:


 


Your
current general severance agreement with the Company (as set forth exclusively
in a letter to you from Garry Welch dated February 12, 2008) is superceded
and replaced in its entirety with the following, effective as of the date of
your promotion:


 


In
the event your employment is involuntarily terminated by the Company for any
reason other than for “Cause” and provided you execute a full and complete
general release of all employment-related claims, if any, against the Company,
the Company will pay you the sum of one times your annual base salary, as in
effect at the time of your termination. 
Such sum shall be paid to you in twenty-six (26) equal payments on the
Company’s regular bi-weekly payroll cycle over the twelve (12) month period
immediately following the termination of your employment, except as otherwise
provided below.  In addition, during the
twelve (12) month period immediately following the termination of your
employment, you may continue to participate in the health and dental plans
provided to you as of the date of termination at the same level and in the same
manner as if your employment had not terminated.  If the terms of any benefit plan referred to
in this section do not permit your continued participation, then the Company
will arrange for other coverage provided substantially similar coverage at no
additional cost to you.


 


For
the purposes of this Agreement, “Cause” means (i) your willful and
continued  failure to
perform substantially your duties with the Company (other than any such failure
resulting from your incapacity due to physical or mental illness) or (ii) the
willful engaging by you in illegal conduct or gross misconduct which is
demonstrably and materially injurious to the Company or its affiliates.


 


Notwithstanding
the foregoing, if you are a “specified employee” (within the meaning of
Treasury Regulation § 1.409A-1(i)) of the Company, then to the 


 


2

















 


extent
(if any) the cash severance amounts otherwise payable to you under this section
for the first six (6) months after your termination of employment exceed
two (2) times the lesser of (a) your annualized compensation based on
your annual rate of pay for the calendar year preceding the calendar year in
which your termination of employment occurs (as adjusted in accordance with
Treasury Regulation § 1.409A-1(b)(9)(iii)(A)(1)) or (b) the compensation
limit in effect under Internal Revenue Code § 401(a)(17) for the calendar year
in which such termination occurs, such excess amount shall be paid on the first
business day of the Company that is six (6) months and one (1) day
after your termination of employment. 
For purposes of this section, no termination of employment shall be
treated as having occurred for severance purposes unless such termination
qualifies as a “separation from service” under Internal Revenue Code § 409A.


 


All
other terms and conditions of your employment, including your Change in Control
Severance Agreement, remain in full force and effect.


 


Please
let us know whether you accept these general terms of your promotion, by
signing in the space provided below, and returning a copy to my attention.


 


Edwin,
we believe that your appointment to the position of Senior Vice President and
Chief Legal Officer provides an excellent opportunity for you to continue to
contribute to our strong leadership team and share in the direct responsibility
for the ongoing success of an exciting, challenging, and growing company.


 


 


	
   

  	
  Kindest
  regards,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GEVITY
  HR, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  \s\
  Michael Lavington

  
	
   

  	
  Michael
  Lavington

  
	
   

  	
  Chairman
  and CEO-designate

  



 


 


	
  Agreed
  to and Accepted by:

  	
   

  
	
   

  	
   

  
	
  \s\
  Edwin E. Hightower, Jr.

  	
   

  
	
  Edwin
  E. Hightower, Jr.

  	
   

  
	
   

  	
   

  
	
  Date:
  July 1, 2008

  	
   

  



 


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